Unassociated Document


     

    EMPLOYMENT
      AGREEMENT

     

    THIS
      EMPLOYMENT AGREEMENT ("Agreement")
      is made and entered into as of the ______ day of July 2008, between Victor
      F.
      Gerber ("Executive") and FNDS3000 Corp., a Delaware corporation (the
      "Company").

     

    WHEREAS,
      the
      Company desires to employ Executive and Executive desires to be employed by
      the
      Company upon the terms and conditions set forth herein.

     

    NOW,
      THEREFORE,
      in
      consideration of the promises and mutual agreements hereafter set forth, and
      upon the terms and conditions contained in this Agreement, Executive and the
      Company hereby agree as follows:

     

    1. Certain
      Definitions.

     

    "Business
      of the Company"
      shall at
      any time mean any line of business then engaged in, or planned to be engaged
      in
      by the Company or any of its affiliates and subsidiaries.

     

    "Common
      Stock"
      shall
      mean the common stock of the Company.

     

    "Competing
      Enterprise"
      shall at
      any time mean any person, firm, corporation or other individual or entity that
      is engaged, directly or indirectly, wholly or in part, in any line of business
      then engaged in, or then planned to be engaged in, by the Company or any of
      its
      affiliates and subsidiaries.

     

    "Corporate
      Transaction"
      shall
      mean (A) any merger or consolidation of the Company with another entity, whether
      or not the Company is the continuing or surviving entity, in which forty percent
      (40%) or more of the Company's voting capital stock is transferred to holders
      different from persons or their affiliates who held the stock immediately prior
      to such transaction or (B) any sale of all or substantially all of the Company's
      assets to another entity or person of which forty percent (40%) or more of
      the
      capital stock is held by holders different from persons or their affiliates
      who
      hold voting capital stock of the Company.

     

    All
      other
      capitalized terms used herein are defined in other provisions of this
      Agreement.

     

    2. Duties.

     

    2.1 Capacity.
      (a) Executive
      shall serve as Executive Vice President Americas of the Company reporting to
      the
      CEO and shall perform such customary, appropriate and reasonable executive
      duties as are usually performed by an Executive Vice President including but
      not
      limited to the promotion and expansion of existing products and customers within
      the Americas or as may be delegated to him from time to time by the Chief
      Executive Officer. Executive shall principally perform his duties hereunder
      at
      the executive offices of the Company in Jacksonville, Florida. The Company
      and
      Executive recognize that Executive currently resides in Georgia but intends
      to
      move to Florida, and that Company will work with the Executive regarding a
      reasonable time frame in which the Executive will relocate to the Jacksonville
      area as well as moving costs. Executive shall serve in the same employee
      position set forth in this Section 2.1 to the extent set forth in this Section
      2.1 of any successor entity or holding company resulting from a reorganization
      of the Company other than a Corporate Transaction. In the event that the
      Employee joins the Board of Directors of the Company then such obligation does
      not apply to Executive’s status as a Director of the Company.


    
      
         

      

      
         

        
          

        

      

      
         

        Vic
          Gerber Employment Agreement

      

    


    3. Cash
      Compensation and Benefits.

     

    3.1 Salary.
      Executive
      shall be paid an annual base salary of One Hundred Fifty Thousand Dollars
      ($150,000.00) ("Base Compensation"), payable in accordance with the Company's
      general payroll practices commencing July 1, 2008 (the "Effective Date”). Such
      base salary shall be subject to increase from time to time in the sole
      discretion of the CEO..

     

    3.2 Annual
      Bonus.
      Commencing
      with the Company's 2008 fiscal year and for each fiscal year of the Company
      thereafter during the Term, the Executive shall be eligible to receive, in
      addition to his Base Compensation, an annual bonus, to be determined and awarded
      in the sole discretion of the CEO with agreement by the Compensation Committee
      of the Board of Directors, payable within sixty (60) days of the end of each
      such fiscal year (the "Annual Bonus"). A bonus of $1,668 per month in net pay
      shall be advanced based on estimated performance through March 31,
      2009.

     

    3.3
       Benefits.
      In
      addition to the Base Compensation and any Annual Bonus, Executive shall further
      be entitled to participate in any employee benefits programs offered generally
      from time to time to senior management employees of the Company to the extent
      Executive qualifies for participation under such programs. In any event the
      Company shall pay for, at no cost to Executive a health and dental
      plan.

     

    3.4
      Business Expenses.
      The
      Company shall pay the reasonable and necessary business expenses incurred by
      Executive in performing his duties hereunder in accordance with such policies
      regarding employee expenses generally as the Company may have in effect from
      time to time.


    
      
         

      

      
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    3.5 Vacation
      and Holidays.
      Executive
      shall be entitled to fully paid vacation time of three (3) weeks per calendar
      year. In addition, Executive shall be entitled to all holidays provided under
      the Company's regular holiday schedule.

     

    3.6 Severance
      Compensation.

     

    (a) If
      Executive's employment with the Company is terminated by the Company without
      Cause at any time prior to July 1, 2011, Executive shall receive from the
      Company severance pay in an amount equal to the greater of his then-current
      Base
      Compensation in effect at the time of such termination through either June
      30,
      2011 or eighteen (18) months from the date of notice, whichever is greater,
      in a
      lump sum payable no later than the termination date and (ii) all unpaid benefits
      such as accrued vacation, and (iii) all outstanding expenses, and (iv) any
      declared but unpaid Annual Bonus. If Executive's employment with the Company
      is
      terminated by the Company by virtue of the expiration of this Agreement on
      June
      30, 2011, Executive shall be entitled to continue to receive from the Company
      severance pay in an amount equal to the greater of his then-current Base
      Compensation in effect at the time of such termination through June 30, 2011
      in
      accordance with the Company's general payroll practices; and (ii) any declared
      but unpaid Annual Bonus. In the event of a Corporate Transaction, the amount
      of
      severance pay will be equal to his then current Base Compensation for twenty
      four (24) months plus any annual bonus due plus all PTO time in a lump sum
      payable no later than the closing date of the Corporate Transaction.
      Additionally, the Company will continue to pay the premiums for Executive’s
      health benefits and life insurance for twenty four months.

     

    (b) During
      any period in which Executive is receiving severance compensation pursuant
      to
      subsection (a) of this Section 3.6, the Company shall use reasonable efforts
      to
      obtain reasonably and to pay for comparable medical, life and disability
      insurance and other benefits on the same terms and conditions and to the same
      extent as theretofore provided by the Company to Executive prior to the
      effective date of the termination of his employment. 

     

    3.7 Compensation
      Upon a Corporate Transaction.
      If
      Executive is terminated without Cause within a twelve (12) month period
      following the consummation of a Corporate Transaction (i) Executive's right
      to
      receive any earned but unpaid Annual Bonus shall immediately vest, but not
      less
      than a pro rata amount of the immediately preceding year's Annual Bonus if
      no
      Annual Bonus shall have been earned for the then current year, (ii) the Company
      or its successor in interest shall use reasonable efforts to obtain reasonably
      comparable medical, life and disability insurance and other benefits on the
      same
      terms and conditions and to the same extent as immediately theretofore provided
      by the Company to Executive prior to the consummation of the Corporate
      Transaction for a period of two (2) years following such termination and (iii)
      all severance compensation provided for in Section 3.6 will be due and payable
      at time of termination.


    
      
         

      

      
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    4. Stock
      Options. 

     

    4.1 Stock
      Option Grants.
      From
      time
      to time the Company may grant to Executive incentive based stock options which
      will be priced at the price of its stock closing price on the day the options
      are granted. Any future stock option grants will be determined by the
      Compensation Committee. 

     

    5. Restrictive
      Covenants and Confidentiality.

     

    In
      consideration of the provisions of this Paragraph 5 and the actual and/or
      potential payments and benefits referred to in Paragraphs 3 and 4 hereof, and
      in
      consideration of the agreement by the Company to purchase the assets of *,
      which
      Executive acknowledges are legally sufficient to support enforceability by
      the
      Company of the Restrictive Covenants described in this Paragraph 5 against
      Executive, Executive agrees as follows:

     

    5.1 Non-Solicitation.
      The
      Executive agrees that during the Term and for a period of one (1) year
      thereafter and in any event during any period in which he is receiving severance
      compensation pursuant to Section 3.6, he shall not solicit, entice, encourage
      or
      induce any person, other than persons known prior to Executive’s employment, who
      at any time within one (1) year prior to the Executive's termination of
      employment shall have been an employee of the Company or any of its
      subsidiaries, to become employed by or associated with any person, firm or
      corporation other than the Company, and the Executive shall not approach any
      such employee for such purpose or authorize or knowingly approve the taking
      of
      such actions by any other person, firm or corporation or assist any such person,
      firm or corporation in taking such action.

     

    5.2 Non-Compete.
      The
      Executive agrees that during the Term and for a period of one (1) year
      thereafter and in any event during any period in which he is receiving severance
      compensation pursuant to Section 3.6, the Executive shall not, directly or
      indirectly, engage or participate or make any financial investments in, or
      become employed by, or act as an agent or principal of, or render advisory
      or
      other services to or for, any Competing Enterprise. Nothing herein contained,
      however, shall restrict the Executive from overseeing personal and family
      investments, including, without limitation, any investments in not more than
      three percent (3%) of the voting securities in any Competing Enterprise whose
      stock is listed on a national securities exchange or is actively traded on
      the
      NASDAQ so long as in connection with such investments the Executive does not
      render services, directly or indirectly, to a Competing Enterprise.

     

    5.3 Confidentiality.
      Executive
      shall not, directly or indirectly, publish, disclose or use, or authorize anyone
      else to publish, disclose or use, any secret or confidential matter, or
      proprietary or other information not otherwise available in the public domain
      relating to any aspect of the operations, activities, or obligations of the
      Company, including, without limitation, any confidential material or information
      relating to the Company's business, customers, suppliers, arrangements with
      Practitioners, trade or industrial practices, trade secrets, technology,
      know-how or intellectual property. All records, files, data, documents and
      the
      like relating to suppliers, customers, costs, prices, systems, methods,
      personnel, equipment and other materials relating to the Company shall be and
      remain the sole property of the Company. Upon termination of Executive's
      employment with the Company, Executive shall not remove from the Company's
      premises or retain any of the materials described in this Section 5.3 without
      the prior written consent of the Company, and all such materials in Executive's
      possession shall be delivered promptly to the Company.


    
      
         

      

      
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    5.4 Survival
      and Company Definition.
      This
      Section 5 shall survive the termination of the Executive's employment with
      the
      Company, irrespective of the reason therefore. For purposes of this Section
      5,
      the term "Company" shall include all affiliates and subsidiaries.

     

    5.5 Remedies.
      The
      Executive acknowledges that the services to be rendered by the Executive are
      of
      a special, unique and extraordinary character and, in connection with such
      services, the Executive will have access to confidential information vital
      to
      the Company's business. By reason of this access, the Executive consents and
      agrees that if the Executive violates any of the provisions of this Section
      5,
      the Company shall be entitled, without the need to show actual damages, to
      an
      injunction and a temporary restraining order from any court of competent
      jurisdiction restraining the Executive from committing or continuing any such
      violation of this Agreement. The Executive acknowledges that damages at law
      would not be an adequate remedy for violation of this Section 5, and the
      Executive therefore agrees that the provisions of this Agreement may be
      specifically enforced against the Executive in any court of competent
      jurisdiction. The rights, powers and remedies of the Company under this
      Agreement are cumulative and not exclusive of any other right, power or remedy
      which the Company may have under any other agreement or by law. 

     

    6. Term
      and Termination.

     

    6.1 Term.
      The
      term
      of this Agreement shall be for three (3) years. With respect to the Executive’s
      employment period (the “Employment Period”), the term of this Agreement shall
      terminate June 30, 2011. After such Employment Period, the Board of Directors
      in
      its sole discretion may extend the term with Executive’s consent. The initial
      term and any term established after July 1, 2008, is each referred to as a
      "Term," and, for purposes of Section 3.6, severance payments through the end
      of
      the Term means through the end of the applicable Term in which Executive is
      terminated.

     

    6.2 Death.
      This
      Agreement shall terminate automatically upon Executive's death and upon complete
      payment to Executive’s estate of all accrued and unpaid Base Compensation
      including amounts due as earned but unpaid Annual Bonus and any unpaid travel
      expenses and PTO due. The Company agrees to pay all premiums for an additional
      two years the health and dental insurance policy outlined in paragraph 3.3
      .


     

    6.3 Disability.
      In
      the
      event that Executive, because of accident, disability or physical or mental
      illness, is incapable of performing his usual duties hereunder, the Company
      shall have the right to terminate Executive’s employment. For purposes of this
      Section 7.3, Executive shall be deemed to have become incapable of performing
      his usual duties hereunder if the Board shall determine that Executive is,
      by
      reason of any medically-determinable physical or mental impairment expected
      to
      result in death or to be of continuous duration of not less than six (6)
      consecutive months or more, unable to perform his usual duties for the Company.
      If Executive's employment hereunder is terminated pursuant to this Section
      6.3,
      the Company shall pay to Executive, one years of his then current Base
      Compensation as his sole and exclusive right and remedy under this Agreement
      (i)
      all accrued and unpaid Base Compensation through the date of termination
      pursuant to this Section 6.3, (ii) any earned but unpaid Annual Bonus and (iii)
      continuation of Company benefits for twelve (12) months to Executive’s family at
      no cost to Executive or his family.


    
      
         

      

      
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    6.4 Cause
      and Voluntary Termination.
      The
      Company shall have the right to terminate this Agreement and Executive's
      employment hereunder for Cause. “Cause" shall mean any of the following
      occurrences: (1) Executive's conviction of (A) a felony or (B) another serious
      crime involving material harm to the standing or reputation of the Company;
      (2)
      Executive's gross negligence or willful misconduct in the performance of his
      duties for the Company which causes or may cause material harm to the Company;
      (3) conduct by the Executive which brings the Company into public disgrace
      or
      disrepute, including, without limitation, dishonesty and fraud; or (4) a
      material breach by Executive of any of the terms or conditions of this Agreement
      or any other agreement between the Company and the Executive, which, if curable,
      is not cured to the Company's reasonable satisfaction within thirty (30) days
      of
      written notice thereof. The Executive shall have the right to voluntarily
      terminate this Agreement at any time upon fifteen (15) days prior written
      notice. If Executive voluntarily terminates his employment hereunder or the
      Company terminates Executive's employment for Cause, the Executive's sole and
      exclusive right and remedy hereunder shall be the right to receive his Base
      Compensation through the date of such termination only and the Company shall
      have no responsibility for the payment of any other compensation or benefits
      to
      the Employee for any time period subsequent to such termination, including,
      without limitation, any Annual Bonus or other employee benefits. Nothing herein
      shall affect the Company's obligation to provide benefits as required by COBRA
      or any other applicable federal or state law.

     

    6.5 Termination
      Without Cause.
      The
      Company may terminate Executive's employment with the Company pursuant to this
      Agreement without cause by giving written notice to Executive at least sixty
      (60) days prior to the effective date of such termination, subject to the
      provisions of Section 3.6.

     

    7. Miscellaneous.

     

    7.1 Successors
      and Assigns.
      This
      Agreement shall be binding on and inure to the benefit of the parties hereto
      and
      their heirs, executors, legal representatives, successors and assigns. Neither
      party shall have the right to assign its obligations, or all or any portion
      of
      their rights or interests under this Agreement without the prior written consent
      of the other party hereto, and any attempt to do so will be null and void;
      provided, that the Company shall have the right to assign this Agreement in
      connection with any Corporate Transaction.


    
      
         

      

      
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    7.2 Notices.
      Any
      notice, request, demand or other communication required or permitted by this
      Agreement shall be in writing and shall be deemed to have been properly given
      upon the earlier of receipt or five (5) days after being sent by certified
      or
      registered mail with postage prepaid, return receipt requested, addressed to
      the
      parties as follows:

     

    
      	
              If
                to Executive:

            	
              Victor
                Gerber

            


    

    
      	 	
              3231
                Cardinal Lake Drive

            


    

    
      	 	
              Duluth,
                GA 30096

            


    

    
      	
              If
                to Company:

            	
              FNDS3000Corp.

            


    

    
      	 	
              818
                A1A, Suite 207

            


    

    
      	 	
              Ponte
                Vedra Beach, FL 32082

            


    

    
      	 	
              Attention:
                Board of Directors

            


    

    


    


    Only
      giving written notice of such change in the manner provided herein for giving
      notices may change the addresses for purposes of this Section 7.2.

     

    7.3 Withholding.
      Executive
      hereby agrees to make appropriate arrangements with the Company for the
      satisfaction of all Federal, State or local income tax withholding requirements
      and Federal social security employee tax requirements applicable to this
      Agreement.

     

    7.4 Governing
      Law, Venue and Attorney Fees.
      This
      Agreement is made and entered into and is to be governed by the laws of the
      State of Florida applicable to agreements made within such State, without regard
      to the conflicts of law principles of such State. The Venue for all purposes
      in
      connection with this Agreement shall be the County of St. John, State of
      Florida. In the event any party hereto reasonably retains counsel for the
      purpose of enforcing or preventing the breach of this Agreement or any provision
      hereof, including, but not limited to, instituting any action or proceeding
      to
      enforce any provision hereof, for damages by reason of any alleged breach of
      any
      provision hereof, for a declaration of such party’s rights or obligations
      hereunder, for an action seeking injunctive relief to enforce any provision
      herein, or for any other judicial remedy, then the prevailing party shall be
      entitled, in addition to such other relief as may be granted, to be reimbursed
      by the non-prevailing party for all costs and expenses incurred thereby,
      including reasonable attorney’s fees.

     

    7.5 Waiver.
      The
      failure of either party at any time to require performance by the other party
      of
      any provision hereof shall not affect in any way the full right to require
      such
      performance at any time thereafter, nor shall a waiver by either party of a
      breach of any provision hereof be taken or held to be a continuing waiver of
      such provision, or waiver of any other breach under any other provision of
      this
      Agreement.


    7.6 Captions.
      The
      captions of the sections referenced herein are inserted as a matter of
      convenience only and in no way define, limit, or describe the scope of this
      Agreement or any provisions hereof.

     

    7.7 Entire
      Agreement.
      This
      Agreement and any Exhibits hereto set forth the entire agreement and
      understanding between the parties hereto with respect to the subject matter
      hereof and supersede all prior contracts, agreements, arrangements,
      communications, discussions, representations and warranties, whether oral or
      written, between the parties with respect to such subject matter. This Agreement
      may be amended only by a written instrument signed by both parties hereto making
      specific reference to this Agreement and expressing the plan or intention to
      modify it.

     

    
      
         

      

      
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    7.8 Severability.
      If
      any
      provision of this Agreement shall be adjudicated to be invalid, ineffective
      or
      unenforceable, the remaining provisions of this Agreement shall not be affected
      thereby. The invalid, ineffective and unenforceable provision shall, without
      further action by the parties, be automatically amended to effect the original
      purpose and intent of the invalid, ineffective or unenforceable provision;
      provided, that such amendment shall apply only with respect to the operation
      of
      such provision in the particular jurisdiction with respect to which such
      adjudication is made. 

     

    7.9 Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed to be an original, and all of which together will constitute one and
      the
      same Agreement.

     

    7.10 No
      Conflict.
      Executive
      covenants and represents that he is not a party to any agreement or
      understanding which impairs or prohibits his ability to enter into and perform
      services under this Agreement.

    


     

    


     

    IN
      WITNESS WHEREOF,
      the
      parties hereto have executed this Agreement as of the date first above
      written.

     

    
      	 	
              FNDS3000
                CORP.

            
	 	 
	 	 
	 	 
	 	
              By:   
                _______________________________

            
	 	
                       
                Name: Michael Dodak

            
	 	
                       
                CEO

            
	 	 
	 	 
	 	
              EXECUTIVE

            
	 	 
	 	 
	 	
              
                By:   
                  _______________________________

              

            
	 	
                       
                Name:

            
	 	
                       
                Victor Gerber

            


    

    


    
      
         

      

      
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